479 Main Street
Hazard, Kentucky 41702
(606) 436-3860
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Tony D. Whitaker
Chief Executive Officer
Kentucky First Federal Bancorp
479 Main Street
Hazard, Kentucky 41702
(606) 436-3860
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

(1)

Includes up to 1,740,740 shares of Kentucky First Federal Bancorp common stock to be exchanged for the issued and outstanding shares of Frankfort First Bancorp, Inc. upon its merger with a wholly owned subsidiary of Kentucky First Federal Bancorp.

(2)

Estimated solely for the purpose of calculating the registration fee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

PROSPECTUS

Kentucky First Federal Bancorp
(Proposed Holding Company for First Federal Savings and Loan Association of Hazard
and First Federal Savings Bank of Frankfort)
Up to 3,868,312 Shares of Common Stock

     Kentucky First Federal Bancorp is offering common stock for sale in connection with the reorganization of First Federal Savings and Loan Association of Hazard into the mutual holding company form of organization and in connection with its acquisition by merger of Frankfort First Bancorp, Inc. In connection with the reorganization, we are offering shares of common stock to certain depositors of First Federal of Hazard, our employee stock ownership plan and officers, directors and employees of First Federal who have subscription rights. All shares are offered for sale in the reorganization offering at a price of $10.00 per share. First Federal of Hazard will form Kentucky First to own First Federal of Hazard as part of the reorganization.

     Immediately after completion of the reorganization, Kentucky First intends to acquire by merger Frankfort First Bancorp, Inc., the holding company for First Federal Savings Bank of Frankfort. In addition to the shares we are selling in the reorganization offering, we will issue shares to shareholders of Frankfort First in the merger. Frankfort First shareholders may elect to exchange their Frankfort First shares for either $23.50 in cash or 2.35 Kentucky First shares for each share of Frankfort First. First Federal MHC, the federally chartered mutual holding company parent to be formed by First Federal of Hazard, will own 55% of the common stock of Kentucky First outstanding following the reorganization and the merger.

     Capital Resources, Inc. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock being offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the reorganization offering or in the merger.

     In the reorganization and merger offerings, we are offering up to 3,363,750 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must issue a minimum of 2,486,250 shares to complete the reorganization offering and the merger. We may issue up to 3,868,312 shares in the reorganization and the merger without resoliciting subscribers because of regulatory considerations, demand for the shares or changes in market conditions. Frankfort First shareholders who elect to receive Kentucky First shares in the merger will receive those shares, subject to the limitation that no more than 45% of the Kentucky First shares outstanding immediately following the reorganization and the merger and owned by persons other than First Federal MHC may be owned by the former Frankfort First shareholders who receive their shares in the merger. We may choose to increase this percentage to up to 49% if: (i) Frankfort First shareholders elect to receive at least 1,118,812 shares of Kentucky First common stock in the merger; and (ii) we sell at least 1,267,988 shares but less than 1,367,438 shares in the reorganization offering. If Frankfort First shareholders elect to receive at least the maximum number of shares we have agreed to issue in the merger, then the maximum number of shares that we will sell in the reorganization offering will be 2,127,572, 1,850,063, 1,367,438 shares at the maximum, as adjusted, maximum and minimum of the offering range, respectively. The offering is expected to terminate at 12:00 noon, Eastern time, on [Expiration Date] . We may extend this expiration date without notice to you until [Extension Date #1] , unless the Office of Thrift Supervision approves a later date, which will not be beyond [Extension Date #2] .

     The minimum purchase in the reorganization offering is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [Extension Date #1] . If the reorganization offering is extended beyond [Extension Date #1] , subscribers will have the right to modify or rescind their purchase orders. Funds received before completion of the reorganization offering will be held in an escrow account at First Federal of Hazard and will earn interest at our passbook rate. If we terminate the reorganization offering, or if we extend the reorganization offering beyond [Extension Date #1] and you rescind your order, we will promptly return your funds with interest at our passbook rate.

     We expect our directors and executive officers, together with their associates, to subscribe for 117,500 shares, which equals 4.0% of the shares offered to persons other than First Federal MHC at the midpoint of the offering range. Upon completion of the reorganization offering and the merger, the former shareholders of Frankfort First will own up to 22.05% of the issued and outstanding shares of Kentucky First. We have applied to have our company stock listed for trading on the Nasdaq National Market under the symbol “KFFB.”

OFFERING SUMMARY

Price Per Share: $10.00 in the reorganization offering or
2.35 Kentucky First shares per Frankfort First share

This investment involves a degree of risk, including the possible loss of principal.
Please read “Risk Factors” beginning on page         .

      These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

      Neither the Securities and Exchange Commission, the Office of Thrift Supervision nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

      For assistance, please contact the stock center at (606)436-3860.

The date of this prospectus is __________, 2004

Table of Contents

[map of Kentucky showing office locations of First Federal of Hazard and
First Federal of Frankfort appears here]

		equity loans and other loans. At June 30, 2004, Frankfort First had total assets of $138.1 million, deposits of $75.0 million and total capital of $17.5 million.
Our Post Merger Operating Strategy (page         )		Our mission is to operate and grow profitable, community-oriented financial institutions serving primarily retail customers in our market areas. After the reorganization and merger, we plan to pursue a strategy of:
		•	operating two independent, community-oriented savings institutions, First Federal of Hazard, which will serve customers in Perry and surrounding counties in eastern Kentucky, and First Federal of Frankfort, which will serve customers primarily in Franklin County, as well as Anderson, Woodford, Scott and Shelby Counties, in central Kentucky;
		•	broadening First Federal of Hazard’s lending activities by providing access to First Federal of Frankfort’s expertise in certain lending products, such as adjustable-rate mortgage loans;
		•	increasing the yield on First Federal of Hazard’s assets by decreasing its reliance on low yielding government securities and reinvesting these assets into whole loans originated by First Federal of Frankfort, with First Federal of Frankfort retaining servicing on any loans sold;
		•	reducing First Federal of Frankfort’s reliance on third party borrowings through loan sales to First Federal of Hazard;
		•	gradually pursuing opportunities to increase and diversify lending in our market areas;
		•	applying conservative underwriting practices to maintain the high quality of our loan portfolios; and
		•	managing our net interest margin and interest rate risk.
Management and Operations After the Merger (page           )		The existing board of directors and management team of First Federal of Hazard will continue as the board of directors and management team of First Federal of Hazard after the merger. The existing board of directors and management team of First Federal of Frankfort will continue as the board of directors and management team of First Federal of Frankfort after the merger. The board of directors of Kentucky First will be comprised of four members of First Federal of Hazard’s current board (Tony D. Whitaker, Stephen G. Barker, William D. Gorman and Walter G. Ecton, Jr.), two members of Frankfort First’s current board (David R. Harrod and Herman D. Regan, Jr.) and Don D. Jennings (current President and Chief Executive Officer of Frankfort First). The officers of Kentucky First will be as follows: (1) Chairman and Chief Executive Officer: Tony D. Whitaker (current President and Chief Executive Officer of First Federal of Hazard); (2) President and Chief Operating Officer: Don D. Jennings (current President and Chief Executive Officer of Frankfort First); (3) Chief Financial Officer: R. Clay Hulette, CPA (current Chief Financial Officer of Frankfort First; and (4) Vice President and Secretary: Roy L. Pulliam, Jr. (current Vice President and Secretary of First Federal of Hazard).
		The board of directors of First Federal MHC will be comprised of the current members of First Federal of Hazard’s board.

The Reorganization
Description of the Reorganization (page           )		Currently, we are a federally chartered mutual savings and loan association with no stockholders. Our depositors currently have the right to vote on certain matters such as the election of directors and this reorganization.
		The mutual holding company reorganization process that we are now undertaking involves a series of transactions by which we will convert our organization from the mutual form of organization to the federally chartered mutual holding company form of organization. In the mutual holding company structure, First Federal of Hazard will be a federally chartered stock savings and loan association, and all of its stock will be owned by Kentucky First. In addition, 45% of Kentucky First’s stock will be owned by the public and our employee stock ownership plan and 55% of Kentucky First’s stock will be owned by First Federal MHC. Our depositor members on the closing date of the reorganization will become members of First Federal MHC and will have similar voting rights in First Federal MHC as members currently have in First Federal of Hazard.
		For a chart showing our ownership structure following completion of the reorganization and the merger, see “Summary — the Merger — Overview of the Merger.”
		Our normal business operations will continue without interruption during the reorganization. Our deposit accounts, the balances of individual accounts and existing federal deposit insurance coverage will not be affected by the reorganization offering.
Reasons for the Reorganization (page           )		Our primary reasons for the reorganization are to:
		•	provide us with the capital to acquire Frankfort First and its subsidiary, First Federal of Frankfort;
		•	structure our business in a form that will enable us to access capital markets;
		•	permit us to control the amount of capital being raised to enable us to prudently deploy the proceeds of the offering;
		•	support future lending and growth, including access to additional markets within Kentucky;
		•	enhance our ability to attract and retain qualified directors, management and other employees through stock-based compensation plans; and
		•	support possible future branching activities and/or the acquisition of other financial institutions or financial services companies or their assets.
Purchase Price		The purchase price in the reorganization offering is $10.00 per share. We determined this per share price in order to achieve as wide a distribution of stock as possible. You will not pay a commission to buy any shares in the offering.
Number of Shares to be Sold		We are offering between 2,486,250 and 3,363,750 shares of common stock. With regulatory approval, we may increase the number of shares to be issued to 3,868,312 shares without giving you further notice or the opportunity to change or cancel your order. The Office of Thrift Supervision will consider the level of subscriptions, our financial condition, our results of operations and changes in market conditions in connection with a request to increase the offering size.

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Risk Factors

      You should consider carefully the following risk factors before purchasing Kentucky First common stock.

Risks Related to the Frankfort First Acquisition

If the reorganization is not consummated, the merger will not occur.

     Our acquisition of Frankfort First depends on our successful reorganization into the mutual holding company form of organization. The reorganization requires member approval as well as the approval of federal regulatory authorities, one or more of which we may not obtain in a timely manner, or at all. The reorganization also depends on the successful implementation of our plans of reorganization and stock issuance as described in the section entitled “The Reorganization and Stock Offering.” If we are unable to consummate the reorganization, the merger will not take place.

Kentucky First’s success depends in part on the success of the merger.

     The merger with Frankfort First will be Kentucky First’s first attempted merger. The future growth and profitability of Kentucky First will depend, in part, on its ability to successfully complete the merger with Frankfort First which will, in turn, depend, on a number of factors, including:

•		First Federal of Frankfort’s ability to generate sufficient loans to enable First Federal of Hazard to shift a sizable portion of its assets from investment securities to loans;
•		Kentucky First’s ability to control noninterest expense following the merger in a manner that enables it to improve its overall operating efficiencies; and
•		Kentucky First’s ability to retain and integrate the appropriate personnel of First Federal of Frankfort into its operations.

     There can be no assurance that Kentucky First will be able to take advantage of perceived opportunities to improve First Federal’s results of operations through reconfiguration of its balance sheet or integrate First Federal of Frankfort successfully, that it will be able to achieve results in the future similar to those achieved by First Federal of Hazard or Frankfort First in the past, or that it will be able to manage the growth resulting from the merger effectively. See “Pro Forma Data” on page    .

We Could Potentially Recognize Goodwill Impairment Charges Post-Reorganization

     The acquisition of Frankfort First will be accounted for using the purchase method of accounting. In accordance with the accounting literature, Kentucky First will record goodwill totaling $16.7 million on the books of First Federal of Frankfort which is defined as the reporting unit under SFAS No. 142. As a result, goodwill will equal approximately 12% of First Federal of Frankfort’s total assets. The consolidated financial statements of Kentucky First will also record $16.7 million of goodwill or approximately 5.8% of total assets. Pursuant to the provisions of SFAS No. 142, Kentucky First will annually measure the fair value of its investment in Frankfort First to determine that such fair value equals or exceeds the carrying value of its investment, including goodwill. If the fair value of our investment in the Frankfort First franchise does not equal or exceed our carrying value, we will be required to record goodwill impairment charges which may adversely affect our future earnings. The fair value of a banking franchise can fluctuate downward based on a number of factors that are beyond management’s control, e.g., adverse trends in interest rates. There can be no assurance that banking franchise values won’t decline post-reorganization, thereby necessitating goodwill impairment charges to operations.

Risks Related to Our Business

A significant percentage of First Federal of Hazard’s assets are invested in lower yielding liquid investments. Our inability to reinvest these assets into higher yielding assets such as loans would continue to hinder our ability to be more profitable .

     We have been unable to invest as much of our liquidity into loans as we would like due to insufficient loan demand in our market area. At June 30, 2004, $16.9 million, or 12.1% of our assets were invested in cash or cash equivalents, and $86.2 million, or 61.7% of our assets, were invested in U.S. Government agency obligations and mortgage-backed securities. These investments yield substantially less than would be obtained if such funds were invested in loans. If First Federal of Hazard continues to invest a significant portion of its assets in cash equivalents or short-term investment securities, our interest income will suffer.

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We may not be able to achieve sufficient growth in our retail franchise to allow us to achieve the anticipated benefits of the merger .

     We believe that we can increase our lending activity and loans receivable in a profitable manner by utilizing various loan products currently offered by First Federal of Frankfort, such as adjustable-rate mortgages. However, it is possible that local market factors, including competition from other lenders and significant increases in interest rates, may preclude significant growth from an increased product line. We also believe that over time we can develop additional deposit products such as those offered by First Federal of Frankfort (such as individual retirement accounts or checking accounts), but we have not yet fully explored their cost effectiveness nor their viability in our market.

     We intend to efficiently utilize excess liquidity at either bank or Kentucky First by buying and selling whole loans or participations in loans between First Federal of Hazard and First Federal of Frankfort, with the originating bank retaining servicing of any loans sold, or by making deposits into accounts at either bank, subject to regulatory limitations, in order to maximize the potential earnings of each bank. This strategy will not succeed if we do not maintain sufficient loan demand at First Federal of Frankfort or sufficient deposit growth at First Federal of Hazard. At June 30, 2004, Frankfort First had total real estate loans of $119.1 million, compared to $119.8 million at June 30, 2003, a decrease of approximately $700,000, or 0.6%. At June 30, 2004, we had total deposits of $98.8 million, compared to total deposits of $104.8 million at June 30, 2003, a decrease of $6.0 million, or 5.8%. There can be no assurance as to if or when this strategy can be accomplished. In an attempt to increase the overall interest rate spread of the combined company, management may adopt strategies that result in decreases in the assets and/or liabilities of either or both banks.

Rising interest rates may hurt our profits and asset values .

     Interest rates are at historically low levels, but have risen recently. If interest rates continue to rise, our net interest income likely would be reduced in the short term since, due to the generally shorter terms of interest-bearing liabilities, interest expense paid on interest-bearing liabilities, such as deposits and borrowings, increase more quickly than interest income earned on interest-earning assets, such as loans and investments. In addition, rising interest rates may hurt our income because they may reduce the demand for new loans, the demand for refinancing loans and the interest and fee income earned on new loans and refinancings. While we believe that modest interest rate increases following the merger will not significantly hurt our interest rate spread over the long term due to our high level of liquidity and the presence of a significant amount of adjustable-rate mortgage loans in Frankfort First’s portfolio, interest rate increases may initially reduce our interest rate spread until such time as our loans and investments reprice to higher levels.

     Changes in interest rates also affect the value of our interest-earning assets, and in particular our securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as separate components of equity. Decreases in the fair value of securities available for sale resulting from increases in interest rates therefore could have an adverse effect on shareholders’ equity.

Due to our high capital levels, we expect that our return on average equity initially will be low after the offering.

     Return on average equity, which equals net income divided by average equity, is a ratio used by many investors to compare the performance of a particular company with other companies. For the year ended June 30, 2004, our pro forma return on average equity was 2.44% while our pro forma return on average equity for the same period is estimated to be 3.22%, assuming the sale of shares at the midpoint of the offering range. Our peers used in the valuation of Kentucky First had an average return on average equity of 7.98% for the twelve months ended June 30, 2004, while all publicly held subsidiaries of mutual holding companies had an average return on average equity of 7.74% for the same period. Over time, we intend to deploy our excess capital, which we will initially invest into investment securities, into higher-yielding assets primarily by purchasing loans from First Federal of Frankfort and offering adjustable-rate mortgage loans in our market, with the goal of increasing earnings per share and book value per share, without assuming undue risk, and achieving a return on average equity that is competitive with other publicly held subsidiaries of mutual holding companies. This goal could take a number of years to achieve, and we cannot assure you that it will be attained. Consequently, you should not expect a competitive return on average equity in the near future. Failure to achieve a competitive return on average equity might make an investment in our common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on average equity.

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Strong competition within our market area could hurt our profits and slow growth.

     Although we consider ourselves competitive in Hazard, Kentucky, which we consider our market area, we face intense competition both in making loans and attracting deposits. Following the merger, our market area will expand with the acquisition of First Federal of Frankfort. Price competition for loans and deposits might result in our earning less on our loans and paying more on our deposits, which reduces net interest income. Some of the institutions with which we compete have substantially greater resources than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability will depend upon our continued ability to compete successfully in our market areas. For more information about our market areas and the competition we face, see “Business of First Federal of Hazard — Market Area,” “Business of First Federal of Hazard - Competition,” “Business of Frankfort First — Market Area” and “Business of Frankfort First — Competition.”

The distressed economy in First Federal of Hazard’s market area could hurt our profits and slow our growth.

     First Federal of Hazard’s market area consists of Perry and surrounding counties in eastern Kentucky. The economy in this market area has been distressed due to the decline in the coal industry on which the economy has been dependent. While there has been improvement in the economy from the influx of other industries, such as health care and manufacturing, the economy in First Federal of Hazard’s market area continues to lag behind the economies of Kentucky and the United States. As a result, First Federal of Hazard has been unable to find sufficient loan demand in its market area. While First Federal will seek to use excess funds to purchase loans from First Federal of Frankfort following the reorganization and the merger, we expect it to take years to fully invest funds presently invested in securities into loans. Moreover, the slow economy in First Federal of Hazard’s market area will limit our ability to grow our asset base in that market.

We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

     We are subject to extensive government regulation, supervision and examination. Such regulation, supervision and examination govern the activities in which we may engage, and is intended primarily for the protection of the deposit insurance fund and our depositors. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

Risks Related to the Reorganization and Stock Offering

Additional public company and annual employee compensation and benefit expenses following the reorganization will reduce our profitability and stockholders’ equity .

     Following the reorganization, our noninterest expense is likely to increase as a result of the financial accounting, legal and various other additional expenses usually associated with operating as a public company, which will adversely affect our profitability and stockholders’ equity. In addition, we will recognize additional annual material employee compensation and benefit expenses stemming from the shares granted to employees and executives under new benefit plans. We cannot predict the actual amount of these new expenses because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future. We would recognize expenses for our employee stock ownership plan when shares are committed to be released to participants’ accounts and would recognize expenses for restricted stock awards over the vesting period of the awards. These after-tax expenses in the first year following the reorganization have been estimated to be approximately $290,000 at the maximum of the offering range as set forth in the pro forma financial information under “ Pro Forma Data ” assuming the $10.00 per share offering price as fair market value. Actual expenses, however, may be higher or lower, depending on the then-prevailing price of our common stock. In addition, proposed changes in accounting guidelines may require us to recognize expenses relating to stock option grants. For further discussion of these plans, see “Management of Kentucky First — Benefit Plans.”

We have broad discretion in allocating Kentucky First’s assets. Our failure to effectively utilize such assets would hurt our profitability.

     We intend to capitalize Kentucky First with the net proceeds of the offering and, if necessary, a capital distribution of between $14.2 million and $20.7 million from First Federal of Hazard. Kentucky First will use a significant portion of these funds to acquire Frankfort First, fund our employee stock ownership plan and capitalize First Federal MHC. Any remaining funds would be available at Kentucky First to pay dividends to shareholders, repurchase

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common stock, purchase investment securities, finance the acquisition of other financial institutions or other businesses that are related to banking, or for other general corporate purposes. We have not allocated specific amounts of funds for any of these purposes, and we will have significant flexibility in determining how much of our funds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively would hurt our profitability.

Subscribers who purchase shares in the reorganization offering will experience dilution of their investment as a result of the goodwill resulting from the merger .

     The acquisition of Frankfort First culminates with the recording of goodwill totaling $16.7 million. As a result, subscribers to the reorganization offering will experience per share dilution in tangible capital of $3.02, $2.56, $2.23 and $1.94 at the minimum, midpoint, maximum and maximum, as adjusted, of the offering range.

Subscribers who purchase shares in the reorganization offering will have their interests diluted by the issuance of shares in the merger .

     Upon completion of the merger, each issued and outstanding share of Frankfort First common stock will be converted into the right to receive either $23.50 in cash or 2.35 shares of Kentucky First common stock, up to a maximum of 45% of the total shares issued in the reorganization offering and the merger or 49% of the shares to be issued in the reorganization and the merger at the minimum of the offering range. At the minimum of the offering range assuming 49% of the shares are issued to former Frankfort First shareholders in the merger, then the issuance of the shares in the merger would dilute the interests of purchasers in the reorganization offering by approximately 22.1%. This dilution would increase to    % if we receive orders for less than the minimum of the offering range and elect to issue up to 49% of the total shares issued in the reorganization offering and the merger to Frankfort First shareholders.

Issuance of shares for benefit programs will dilute your ownership interest.

     We intend to adopt a stock-based incentive plan following the offering. If our stockholders approve the new stock-based incentive plan, we intend to issue shares to our officers and directors through this plan. If the restricted stock awards under the stock-based incentive plan are funded from authorized but unissued stock, your ownership interest in shares held by persons other than First Federal MHC would be diluted by up to approximately 1.96%, assuming awards of common stock equal to 1.96% of the total number of outstanding shares of Kentucky First, which includes shares sold in the reorganization offering, shares issued to First Federal MHC and shares issued in the merger are awarded under the plan. If the shares issued upon the exercise of stock options under the stock-based incentive plan are issued from authorized but unissued stock, your ownership interest in shares held by persons other than First Federal MHC would be diluted by up to approximately 4.9%, assuming stock option grants equal to 4.9% of the total number of outstanding shares of Kentucky First, which includes shares sold in the reorganization offering, shares issued to First Federal MHC and the merger exchange shares, are granted under the plan. See “ Pro Forma Data” and “Management of Kentucky First — Benefit Plans .”

First Federal MHC will own a majority of our common stock and will be able to exercise voting control over most matters put to a vote of stockholders, including preventing sale or merger transactions you may like or a second-step conversion by First Federal MHC.

     First Federal MHC will own a majority of our common stock after the reorganization and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. As a federally chartered mutual holding company, the board of directors of First Federal MHC must ensure that the interests of depositors of First Federal of Hazard are represented and considered in matters put to a vote of stockholders of Kentucky First. Therefore, the votes cast by First Federal MHC may not be in your personal best interests as a stockholder. For example, First Federal MHC may exercise its voting control to prevent a sale or merger transaction in which stockholders could receive a premium for their shares, prevent a second-step conversion transaction by First Federal MHC or defeat a stockholder nominee for election to the board of directors of Kentucky First. However, implementation of a stock-based incentive plan will require approval of Kentucky First’s stockholders other than First Federal MHC.

     In addition, Office of Thrift Supervision regulations prohibit, for three years following the completion of a stock offering by a company such as Kentucky First, the acquisition of more than 10% of any class of equity security of the company without the prior approval of the Office of Thrift Supervision. Even after this three-year period, Office of Thrift Supervision regulations would likely prevent an acquisition of Kentucky First other than by another mutual holding company or a mutual institution.

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Office of Thrift Supervision policy on remutualization transactions could prohibit the merger or an acquisition of us, which may lower our stock price.

     Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction. The possibility of a remutualization transaction has recently resulted in a degree of takeover speculation for mutual holding companies which is reflected in the stock prices of mutual holding companies. However, the Office of Thrift Supervision has issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and as raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervision’s concerns are not warranted in the particular case. Should the Office of Thrift Supervision prohibit or otherwise restrict these transactions in the future, our stock price may be adversely affected. We have no current plans to undertake a remutualization transaction.

Our stock price may decline when trading commences.

     We cannot guarantee that if you purchase shares in the offering that you will be able to sell them at or above the $10.00 offering price. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions of Kentucky First, and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, have recently experienced substantial market price volatility. These market fluctuations might not be related to the operating performance of particular companies whose shares are traded.

There may be a limited market for our common stock, which may lower our stock price.

     We have applied to list our shares of common stock for trading on the Nasdaq National Market. We cannot guarantee that the shares will be regularly traded. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock on short notice and the sale of a large number of shares at one time could temporarily depress the market price.

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changes in accounting policies and practices, as may be adopted by the bank regulatory agencies or the Financial Accounting Standards Board.

     Forward-looking statements that we make in this prospectus and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed. We have no obligation to update or revise any forward-looking statements to reflect any changed assumptions, any anticipated events or any changes in the future.

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Selected Financial and Other Data
of First Federal of Hazard

     The summary financial information presented below is derived in part from our financial statements. The following is only a summary and you should read it in conjunction with the financial statements and notes beginning on page F-1. The information at June 30, 2004 and 2003 and for the years ended June 30, 2004, 2003 and 2002 is derived in part from the audited financial statements that appear in this prospectus. The information at June 30, 2002, 2001 and 2000 for the years ended June 30, 2001 and 2000 is derived in part from unaudited financial statements that do not appear in this prospectus.

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Selected Financial and Other Data of Frankfort First

     The summary financial information presented below is derived in part from Frankfort First’s financial statements. The following is only a summary and you should read it in conjunction with the financial statements and notes beginning on page F-1. The information at June 30, 2004 and 2003 and for the years ended June 30, 2004, 2003 and 2002 is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at June 30, 2002, 2001 and 2000 and for the years ended June 30, 2001 and 2000 is derived in part from audited consolidated financial statements that do not appear in this prospectus.

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Summary Selected Pro Forma
Condensed Consolidated Financial Data

     The following table shows selected financial information on a pro forma condensed consolidated basis giving effect to First Federal of Hazard’s reorganization and the merger based on the assumptions set forth below. The pro forma unaudited consolidated financial statements give effect to the reorganization and the merger using the purchase method of accounting as required by accounting principles generally accepted in the United States of America. The pro forma unaudited financial statements give effect to the reorganization and the merger as if the reorganization and the merger had become effective at the end of the period presented, in the case of balance sheet information, and at the beginning of the period presented, in the case of income statement information.

     We anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined as of the date and during the period presented.

     You should read this summary pro forma information in conjunction with the information under “Pro Forma Data” beginning on page    of the prospectus.

Pro Forma Combined Income Statement Data: (1)

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Use of Proceeds

     The following table shows how we intend to use the net proceeds of the reorganization offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering, the actual expenses of the offering and the number of Frankfort First shareholders who elect to receive shares of Kentucky First common stock in the merger. Payments for shares made through withdrawals from deposit accounts will reduce our deposits and will not result in the receipt of new funds for investment. See “Pro Forma Data” for the assumptions used to arrive at these amounts. The table below assumes that 49% of the shares are issued in the merger to former Frankfort First shareholders at the minimum of the offering range and 45% of the shares are issued in the merger to former Frankfort First shareholders at the midpoint, maximum and maximum, as adjusted of the offering range.

     To satisfy regulatory requirements, we will contribute 50% of the net proceeds to First Federal of Hazard. Immediately thereafter, we intend to make a capital distribution from First Federal of Hazard to Kentucky First of between $13.8 million, assuming completion of the offering at the maximum, as adjusted, of the offering range, and $20.4 million, assuming completion of the offering at the minimum of the offering range. We will use the net proceeds of the offering retained by Kentucky First plus the proceeds of the capital distribution from First Federal of Hazard to Kentucy First to acquire Frankfort First, fund our employee stock ownership plan and capitalize First Federal MHC. Any remaining funds will be used to, among other things, invest in securities, pay cash dividends or buy back shares of common stock, subject to regulatory restrictions. We may also use funds at Kentucky First to diversify our business and acquire other companies, although we have no specific plans, other than the Frankfort First acquisition, to do so at this time.

     Under current Office of Thrift Supervision regulations, we may not repurchase shares of our common stock during the first year following the reorganization, except to fund stock-based benefit plans or, with prior regulatory approval, when extraordinary circumstances exist.

     We may need regulatory approvals to engage in some of the activities listed above. We currently have no specific plans or agreements, other than the Frankfort First acquisition, regarding any expansion activities or acquisitions.

     We do not have any other specific plans for the investment of the proceeds of this reorganization offering. For a discussion of our business reasons for undertaking the reorganization, see “The Reorganization and Stock Offering — Reasons for the Reorganization.”

Our Dividend Policy

     After the reorganization, we intend to pay regular quarterly cash dividends beginning following the completion of the first calendar quarter following the reorganization. Annual dividends per share are expected to be $0.48, $0.48, $0.45 and $0.40 at the minimum, midpoint, maximum and maximum, as adjusted, respectively, of the offering range. In addition, we may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, we will take into account our financial condition and results of operations, tax considerations, capital requirements, industry standards, and economic

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conditions. The regulatory restrictions that affect the payment of dividends by First Federal of Hazard and First Federal of Frankfort to Kentucky First discussed below will also be considered. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future. Based upon our estimate of offering expenses, the number of Frankfort First shareholders who elect to receive cash in the merger and other assumptions described in “ Pro Forma Data, ” and assuming the distribution of between $13.8 million and $20.4 million from First Federal of Hazard to Kentucky First, we expect to have between $3.6 million and $4.6 million at the minimum and the maximum of the offering, respectively, that, subject to annual earnings and expenses, we could potentially use to pay dividends.

     If we pay dividends to our shareholders, we also will be required to pay dividends to First Federal MHC, unless First Federal MHC elects to waive the receipt of dividends. We anticipate that First Federal MHC will waive receipt of any dividends that we may pay. Any decision to waive dividends will be subject to regulatory approval. Under Office of Thrift Supervision regulations, public shareholders would not be diluted in a “second-step conversion” transaction by First Federal MHC as a result of any dividends waived by First Federal MHC. See “Regulation and Supervision — Holding Company Regulation.”

     Kentucky First will not be subject to Office of Thrift Supervision regulatory restrictions on the payment of dividends. However, its ability to pay dividends may depend, in part, upon dividends it receives from First Federal of Hazard and First Federal of Frankfort because it initially will have no source of income other than dividends from First Federal of Hazard and First Federal of Frankfort and earnings from the investment of the net proceeds from the offering that it retains. Office of Thrift Supervision regulations limit dividends and other distributions by First Federal of Hazard and First Federal of Frankfort. In addition, First Federal of Hazard and First Federal of Frankfort may not make a distribution that would constitute a return of capital during the three-year term of the business plan submitted in connection with the reorganization offering. First Federal of Hazard and First Federal of Frankfort may not make a capital distribution if, after making the distribution, it would be undercapitalized. See “Regulation and Supervision — Regulation of Federal Savings Associations — Limitation on Capital Distributions.”

     Any payment of dividends by First Federal of Hazard or First Federal of Frankfort that would be deemed to be drawn out of First Federal of Hazard’s or First Federal of Frankfort’s bad debt reserves would require First Federal of Hazard and First Federal of Frankfort to pay federal income taxes at the then current income tax rate on the amount deemed distributed. See “ Federal and State Taxation — Federal Income Taxation ” and note [   ] of the notes to financial statements for First Federal of Hazard and note I of the notes to financial statements for First Federal of Frankfort included in this prospectus. We do not contemplate any distribution by First Federal of Hazard or First Federal of Frankfort that would result in this type of tax liability.

Market for Kentucky First Common Stock

     We have not previously issued common stock. Upon completion of the reorganization, we expect that our shares of common stock will trade on the Nasdaq National Market under the symbol “KFFB.” Howe Barnes Investments, Inc., Chicago, Illinois has indicated an interest in becoming a market maker in our common stock following the reorganization. Howe Barnes Investments, Inc. and Capital Resources, Inc. also may assist us in obtaining market makers after the reorganization. We cannot assure you that market makers will be obtained or that an active and liquid trading market for the common stock will develop or, if developed, will be maintained.

     The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance that persons purchasing the common stock will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should have a long-term investment intent and should recognize that there may be a limited trading market in the common stock.

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Market for Frankfort First Common Stock

     The following table lists the high and low bid information for Frankfort First common stock and the cash dividends declared by Frankfort First for the periods indicated. Frankfort First common stock is quoted on the Nasdaq National Market under the symbol “FKKY.” The last reported sales price per share of Frankfort First common stock on (i) July 15, 2004, the business day preceding public announcement of the signing of the merger agreement, and (ii)    , 2004 the last practicable date prior to mailing this document, were $23.31 and $   , respectively.

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Capitalization

     The following table presents the historical capitalization of First Federal of Hazard and Frankfort First at June 30, 2004 and the capitalization of Kentucky First after giving effect to the merger without the reorganization offering proceeds and with the reorganization offering proceeds (referred to as “pro forma” information). The pro forma capitalization gives effect to the assumptions listed under “ Pro Forma Data ,” based on the sale of the number of shares of common stock indicated in the table. This table does not reflect the new issuance of additional shares under the proposed stock-based incentive plan. A change in the number of shares to be issued in the reorganization may materially affect pro forma capitalization. We are offering our common stock on a best efforts basis. We must issue a minimum of 2,486,250 shares to complete the reorganization offering.

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